COLE, SCHOTZ, MEISEL,

FORlVIAN & LEONARD, P.A.

A Professional Corporation
Cm:ut Plaza North
25 Main Street
P.O; Box 8'00
New Jersey 01602-0800
(201) 4&9-3000
(201) 489-1 536 Facsimile
and
LA\v oF.E:l'CEs oF mcHARD MALAGIERE ocr
14 Bergen Street, 1 Floor . ,(J- 1 2007

Je. rsey-076. 01 . _ - . . ... ._-.. _-;;. _

.
Attu(tteys for Plain1iff, LagaaeUa Property LLC . Cl.S:ftl<
SUPERIOR CQtJRT OF NBVlJERSEY
LAGANBLLA PROPERTY -
a New Jersey
limited liability company, in its capacity as
CHANCRRY'DIVISION; BERGEN
POCKET NO .. BEJt..C-41 +06
a llmited.partner, and on behalf offfiR.SBY :
INVESTORS GROWTH A LOOTED :
PARTNERSH.IP, and all other limited :
partners similarly situated
1
Plaintiff,

.
ROBERTS. HBKEMIAN, SAMUEL :
-. .HEKEMIANand DONALD W. BAANBYt :
individually and in their respective :-
_capacities as general partners ofJERSEY :
INVESTORS GROWTH A.LIMITED :
PARTNERSHIP, and HEKEMIAN & CO.,
aNew Jersey Corporation,
Defendants.
Civil Action-
_)HUT AMENDED
VERlFIED COMPLAINT
Plaintiff, LAGA. \!ELLA PROPERT'tM.ANAGEMBNT, LLC. with a princip-al place of
...
business located at 1 Kalisa Way; Suite 301! Paramus, New 0765.2, on its own behalf ant{
--" '
.. in its capacity as a limited partner of JERSEY INYESTORS<GROWTH CO.; A LIMlTED
PARTNERSHIP C'JlGt'), and all o.ther limited partners similarly sitUated, by way of First
Amended Verified Complaint againstROBERT HEKE.YIIAN and
DONALD W. BARNEY, individually and -in their respective capacities as general partners of
JIG, JIG and & CO., INC., a NewJet$eyCorporati;on, alleges:
-.SUMMARY.OFDISPUTE
1. Tbfs dispute arises due to the by the general partners of JIG to
abide by the restrictions, in the JIG parmership agreement, on their ability to ta.tz:e
certain a.otions without the approval of. an investorS corrmrittee consisting seven to
nine partners including at least Jour limited partners and their ability to pay themselves and
entities they own and control for ma:n:agementservicesrenderedto JIG. The general partners of
JIG have operated in this fashion for tile past 40 years, yngaging in numeroU$ related p1n1y
the JIG partnership agreement duties to TIG and its
limited pal'tners. culminating in the approval of payments by JIG to Hekemian & Inc. of fees
tbatar.eat least$2.,907,125 and could total well The general partners ofllG
have also engaged in a scheme to nominally transfer .two JIG properties for .the ptirpose of
n:tasking JIO' s ownership of these properties in order to obtain ctain environmental approvals
tbr the development of Qontiguous JIG property thereby their fiduciary duty to the
. .
limited partners and subjecting JIG to LPM, on behalf ofJIG and othe:r JIG
limited partners similarly situated; seeks this Court;s assistan<;etQ prevent the payment oft.he
fees to Hekemian and Co., htc., to enjoin the general partners from pursuing this environmental
scheme} to remove_ the JIG general partners and Hekemian and Co., Inc. as JIG's managing
rutd tor the appointment of a receiver, to reinstate the restrictions on the general partners
recited in the JIG partnership agreement, for an accounting of all pastrelated party transactions.,
and for related relief.
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PARTIES.
2. Plaintiff, Laganella Property Management. LLCis a New Jersey Limited Liability
Company ("LPN1") with offices at 1 Kalisa Way, Suite 301 in the Borough ofPararnus. County
of Bergen, StateofNew Jersey and is the successor to the JIG partnership intrest originally held
by Nicholas A. Laganella,
3. At all relevant. times,. including on this date dates of the transactions
which are the subject of this First Amended Verified Complaint, LPM or Nicholas A. LaganeUa.
as to the JIG limited partnership interest of LPM, was a limitedpanner of JIO.
4. At all relevant times" LPM's allocable share ofllG partnership property amounts
to 5% or more of the contribution$ of or the allocations to U.JIG partnGhip property of all JIG
limited partners and the contributions of ot the shares allocable to LPM have a fair value in
excess of$25,;000.
5. JIG is a New Jersey Limited Partnership with its prinoipal office located at SQS
iV1ain Street in the City of Hackensack> County of Bergen, State ofNew Jersey. JIG is named a
defendant in this case as a.11 indispensable party pursuant to &.4:28-1.
6. Defendant, RobertS. Hekemiant is an individual and one of the three general
partners of JIG and maintains a business addresses clo Hekemian & Co., Inc., SOSMain Street in
the City of Hackensack, County of Bergen, State.ofNew Jersey.
7. Defendant, Samuel Hekemia.Tl, is an individual and one o(the three general
partners of JIG and maintains a business addresscio Hekemi.,n & Co.J lnc.
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505 Main Street,
City of Hackensack, County ofBergen, State ofNew Jersey.
8. Defendant, Donald W. Barney, is an individual and one of the tl1ree general
partners of JIG and resides at 815 Pond Brook Road in the Borough ofFrai'tKiin Lakes, County of
Bergen, State of New Jersey. The three general partilers i<lentified in this and the preceding two
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42 i 18f0002-23l6227v4
paragraphs of this First Amended Verified Complaint wiU be collectively referred to as rhe nG
Gen.eral Partners."
9. Defendant. Hekemian &. Co., Inc. is a Jersey corporation \Vith p.rineipal
offices located at 5051\!lain Street in the City County State of New
]rscy. Upon information and beliefHekemian & Co.J Inc. has acted and continues to act as
10, Upon information and belief, Hekemian & Co., Inc. is wholly owned by Robert S
Heketllian and his family.

LlltiiTATIONS Qt} (iB,NIBAL P&ft'J1'rm;S
1 t, In November and December 1966. twenty-one individuals signed a limited
partnership agreement thereby forming JIG (the .. JlG Limited Partnership Agreement"). The JKf
Limited Partnership Agreement was filed as a Certificate ofLimited Partnership on August 17.
1?67 with the Clerk of Bergen County in Book 8 of Limited Partnershi-ps at page 387.
12. Since its fonnation, JIG has been in the business of real estate investments,
primarily consisting of the purchase and ovrne.rship of certain parcels of substantially
unimproved real property in the Township of Sparta, County of Sussex, State ofNe,w Jersey.
13. The JIG Limited Partnership Agreement establishes strict and carefully defined
limits on the power of tile JIG General Partners to take cert-ain actions on behalf of JIG and to
pay compensation for services rendered to the Partnership. The JIG Limited Partnership
Abrreement also requires the JIG General Partners to keep accurate books of all income and
expenditmes and to provide the JIG limited partners with am1ualprofit and loss reports and free
'
access to JIG's books and records.
14. Article V of the JIG Limited Part'uership expressly prohibits JIG from
paying a general partner of llG any compensation for his services to JIG and further expressly
prohibits JIG from paying a.t"ly person any compensation for ma..-,agement services rendered to
JIG, with the sole exceptions being TIG's retention of a real estate management firm in
counsel and auditors.
15. Thus, Article X of the JIG Limited Partnership Agreement states:
No General Partner shall be entitled to receive any compensation
for his services as nor shall any person be entitled to receive
any compensati-On for the management of the business of the
partnersl1ip, except that the partnership may retain a real estate
management finn to manage inoome .. produeing property of the
partnership, and it may retain legal cotmsel and auditors.
16. In addition, Article VII ofthe JIG Limited Partnership Agreement prohibits
general and lirnited partners of JIG from obtaining a return of any portion of their capital 1iom
the partnership, except as e}rpressiy provided for in the JIG Limited Partnership Agreement
17. Thus, Article VII states, in pertinent part
The General and Limjted Partners shall not, during the continuance
of the partnership, be entitled to draw out or receive back any part
of their respective shares of the capital, except as provided for
expressly herein.
18. A1ticle XIV of the JIG Limited Partnership Agreement stipulates that JIG shall
a1muaUy elect an Investors Advisory Committee, consisting of not less than seven nor more than
nine partners! including three general partners.
19. Article A.'V of the JIG Limited Partnership Agreement prohibits general partners
of JIG from taking any action regarding new investments. the sale or disposition of partnership
assets or increases or decreases in the capital of the partnership. unless and until the general
partners of JIG obtain the approval of the Investors Advisory Committee.
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20. Thus. Article XV ofthe JIG Limited Partnership Agreement states:
The following actions of the partnership shall be taken upon
recommendation of the General Partners and upon approval of the
Investors Advisory Committee:
(a) All decisions with regard to new investments.;
(b) All decisions with regard to the sale or disposition of
partnership assets;
(c) AU decisions with regard to increases or decreases in the
capital of the partnership;
Ac:tions of the General Partners shall not be effective unless
concurred in by at least 2 General Partners. The approval of the
Investors Committee shall be granted at a regular or
special meeting of the c:ommittee and shall be by a vote of a
majority of all of the members of the committee. The futestors
Advisory Committee may establish sueh date and place as it may
seem [sic] fit for the holding of any of its meetings.
21. Article XVIII of the JIG Limited Partnership Agreement requires rhe general
partners of JIG to maintain accurate books and records of account for JIG, including an monies
received and and to provide all JIG limited partners with free access at any time to
such books and records.
22. Thus, Article :A'Vlll of the JIG Limited Partnership Agreement states:
There shall be kept, under the direction of said General Partilers,
during the aforesaid term of said partnership, accurate: _iust and
true books of acco.un1, wherein shall be set down, as wen as the
monies received and expended in and about the said partnership
business, as also all the com100dities and merchandiSe bought artd
sold by reason and on account of the said business, and also all
other matters and things in any way belonging or appertaining to
the said business) and that any of the parties heret<> may at any ti'Ue
have free access to such books of account.
G;RNERAJ.. fARfNERS' DISREGARD OF I.,IMITA TIONS IMPOSEQ BY BG
l.IMITED PARTI\"ER.SHIP AGREEMENT AND BREACH OF FIIJOClARY DUTIES
23. Notwithstanding the requirement in the JIG Limited Partnership Agreement to
annually elect an Investors Advisory Conunittec consisting of between seven and nine JIG
partners, the JIG Gener?J Partners from the date of JIG's formation in 1966 until March S,
6
2006, to establish the Investors Advisory Committee, thereby directly violating Article XIV of
the JIG Limited Partnership Agreement.
24. Instead, for approximately 40 years, the JIG General Partners made all decisions
regarding new investments, the sale or disposition of partnership assets and increases in the
capital of:HG, without any input from or approval by the Investors Advisory Committee, all in
direct violation of Article XV of the JIG Limited Partnership Agreement.
25. Recognizing that its actions were in direct violation of the nG Limited
Partnership in October 1987 the JIO General Partners sought to delete the limitations
on their powers as had been agreed upon in Articles XIV and XV of the JIG Limited Partnership
Agreement by filing an Amended Certificate ofLimit&i Partnership, signed only by the flG
General Prutners, which purported to delete the limitaticns imposed by Articles XIV and XV of
the JIG Limited Partnership Certificate in their entirety.
26. The JIG General P&-tners' attempt to eliminate the requirements set forth in tlte
JIG Limited Partnership Agreement for the establislwent ofthe Investment Advisory Committee
and obtaining its approval prior to taking certain actions, is contrary to and violative of the New
Jersey Limited Partnership Act; the JIG Limited Partnership Agreement and was null aud void
from its inception and without any force or cfibct.
27. Since the formation of TIG, the TIG General Partners have entered into numerous
transactions on behalf of JIG v.-'ith persons who were related to the JIG General Partners or with
entities in which one or more of the llG General Partners had an ownership interest) which
tr::.nsactions personally benefited the JIG General Partners and their respective families to the
detriment of JIG (the "Related Party Transactions.,).
28. By letter dated February 23, 2006, Defendant RobertS. Hekemian ootrfied the
JIG Limited partners of the JIG General Partners' d-ecision to increase the capital of HG by
$1, 100,000, directing the Limited Partners to forward their proportionate contributions for du s
increased capital on or before March 15, 2006. Robert Hekemian stated that over 75% of this
capita'! call needed in order to pay a loan from Grandview Associates:, a Hekernianowned
for expenditures made by no since January 1, 2000.
29. Upon infunnation and belief, Grandview Associates is a New Jersey partnership
owned and operated by Robert S. Rekemian and Samuel Hekemian.
30. In his Febntary 23J 2006 letter to the JIG limited partners, Robert S. Hekemian
also indicated that. there was an of fees or compensation to H & Co. [Hekemian & Co.,
Inc.] for their years ofinvolvement in. the management of the day-t-o-day affairs of the
Partnership property as well as their efforts during tbe recent years now culminating in the issues
currently being reported [relating to the proposed development ofthe JIG real property in
New Robert Hekemian reported that he would speak with representatives ofHekemian
& Co., Inc. so that they could present a proposal for the amount and payment of such
111anagement fees, which proposal could be reviewed and approved by the JIG General Partners
without dciay.
31. By letter dated March 7, 2006
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counsel for LPM \.VTote to Robert Hekemian
requesdn.g information regarding the following subjects: (a) whether JIG had elected an Investors
Advisory Committee a11d whether the Investors Advisory Committee had approved the actions of
the JIG General Partllers with respect to sale of real property of JIG and increases in JIG's
.::apital; (b) certain Related Party Transactions including undocumented loans from Grandview
Associates to JIG at an interest rate; (c) a discrepancy between the expenditures
reported on JIG's financial statements for the past five years and these set forth in Robert
Hckcm..ian's Febrtl.ary 23> 2006letter; (d) the proposed management fee to be paid by Hekcmi.an
& Co .. Inc., given the prohibition in the JIG Limited Partnership Agreement on the p ~ y m c n t of
.such fees and the fact that a 5% management tee had been consistently reported on JIG's annual
financial statements as already charged to JIG by Hekemian & Co . Inc. with respect to JIG's
income-producing property.
32. At a'lvfarch 8, 2006 meeting of the JIG partners, and in response to the 1\!farch 7,
2006 letter from LP:M's counsel, JIG elected an Investors Advisory Committee. L>efenda11ts
Samuel Hckemian and Donald \V. Barney were elected as the general partners on the Investors
Advisory ColTh-nittee.
33. On June 14, 2006, ti.e I1westors Advis1>ry Committee met and approved JIG's
payment oft.'le following fees to Hekemian &. Co., Inc. (Robert Hekemian and his family):
(a) $500
7
000 purportedly to pay Hekemian & Co., Inc. {Robert Hekemian and
his family) for management services rendered since 1967 {the "Lump Sum ?v!anagement FeeH);
(b) $1,000.000 plht'ortedly to pay Hekemian & Co., Inc. (Robert Hekemian
and his family) for management services in connection with the development process, with
payment contingent on the completion ofPhase I ("Phase f') oftbe Sparta, New Jersey
development project (the "Lump Sum Development Fee");
Leasing commissions of2.5%, totaling $457,125) for the first 10 years of a
lease of real property within Phase I to Stop & Shop and leasing commissions of 5% for the first
l 0 years on all other leases at the two additional buildings included within Phase I (the .. Leasing
Commissionsn); and
(d) .A.n additional fee of 5% for management services to be rendered in
c(mnection with the Stop & Shop ]ease, totaling approximately $950,000 for the initial ter.:1J
c vtithout renewals) of the Stop & Shop !ease. plus management fees of 5% on the two additiona.l
buildings included within Phase I (the Management Fee'').
34. The t\vo JIG General Partners on the Investors Advisozy Committee, Srunuel
Hekemhm and Donald W. Barney, voted in favor of the payment of all of these fees to Hkerrnan
& Inc (Robert Hekemian and his farnily)t as did two members of the Investors Advisory
Committee who were also employees of Hekemian and Co., Inc. voted against the
payment of these fees.
35. Hekemian & Co . Inc.'s request for these fees and the TIG Investors Advisory
C\Jmmiuee's approval of their payment did not. in any sense, represent arms length traJ1sactions
which were fair to JIG; rather> they personally benefited the JIG General Partners artd their
respective f1uniUes to the detriment of JIG. Significantly, the JIG Investors Advisory Committee
approve-d the Lump Sum Management Fee, tbe Lump Sum Development Fee, the Leasing
Commissions and the Additional Management despite the fact that JIG did not have any
written agreement of any kind whatsoever with Hekemian & Co., Inc., had not received any
invoices from Hekemian & Co., Inc. for such alleged services, and despite the fact that
Hekemian & Co., Inc. had acknowledged at the June 14,2006 meeting that it did not have
documents to track any time which it had allegedly devoted to JIG, which documents would
serve to support these fees or their amounts.
36. Hekemian & Inc.'s request for the payment ofthese fees, and the JIG
Investors Advisory Committee)s approval of their payment, represents &'1 attempt by tile JIG
General Partners to get paid for services which they have rendered over the years to JIG, since
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the Jl G General Partners have been significantly involved in the management of the
process and in otherwise rendering services to JIG since JIG's formation, and to otherwise
withdraw their capital from JIG.
37. The JIG Limited Partnership Agreement prohibits the payment to Hekemian &
C()., Tnc. (Robert Hekemian and his family) of the Lump Sum h.fanagement Fee since:
(a) Article VII prohibits the JIO General Partners from obtainjng a return of
their capital, except as expressly provided in the JIG Partnership Agreement;
(b) Article X prohibits any General Partner to receive any compensati<.)l1 for
his services;
(c) Article X prohibits ''any perscnf' to receive any compensation for the
management of the business of the partnership, except for the retention of a real estate
management fim1 with respect to "income-producing of JIG; and
38. Hekemian & Co.'s request for the Lump Sum Management Fee, and the JIG
hwestors Advisory Committee's approval of its payment by JIG to Hekemian & Co., Inc., is also
wholly inconsistent with and contradictory to the JIG tax returns and the financial statements
distributed to JIG's limited partners on an annual basis which stated that Hekemian & Lb . Inc.
had already charged JIG a 5% management feo on JIG's property for each
year since at least 1992. These JIG ta.-x retums and financial statements did not indicate in
any manner that JIG was othenvise indebted to Hekemian & Co., Inc. for any other amount,
including for any additional amount for management services allegedly rendered to JIG since
39. The ITG Limited Partnership Agreement prohibits the payment to Hekemian &
Co., 1nc. (Robert Hekemian and his family) ofthe Lump Sum Development Fee since:
(a) Article VII prohibits the JIG General Partners from obtaining a return of
their capital, except as expressly provided in the JIG Partnership Agreement;
(b) Article X prohibits any General Partner to receive any compensation
his services;
(c} Article X prohibits uany to receive any compensation tbr the
management of the business of the partnership, except for the retention of a real estate
management fim1 with respect to ''income .. prodncing property, of and
{d) The JIG Oeneral Partners cannot evade the prohibitions and limitations
forth above by chnracterizing a fee for management servjces provided to JIG as a "development
fee for the management of tl1e development process."
40. The JIG Limited Partnership Agreement also would seem to prohibit the pa:yTnent
to Hekemian & Co.! Ine. (Robert Hekemian and his family) of the Leasing Commissions since:
(a) Article VII prohibits the JIG Genera] Partners from obtaining a return of
their capital, except a(j expressly provided in the JIG Partnership Agreement;
(b) A.rticle X prohibits any General Partner to receive any compensation tor
his services;
{c) i\rticle X prohibits Hany person" to receive any compensation for the
management of the business of the partnership, except for the retention of a real estate
management finn with respect to ''in producing property" of JIG;
(d) The JIG General Partners cannot evade the pror.ibitions and limitations scr
forth above by characterizing a fee for management services provided to JIG as Hieasing
cornrnissions"; and
1.-.
(e) The request for these fees and approval ofthejr payment did not in a11y
sense represent an arms length transaction which was 'lir to JIG; rather, it personally benefited
the Robert Hekemian and his fa111ily to the detriment of JIG.
41. The TIG General Partners approval of the payrrtcnt of the Lump Sum Management
Fee, the Lump Sum Development Fee and the Leasing Commissions violated their fiduciary
duties to JIG since these payments are less favorable to JIG than otherwise available for
negotiated or bid arms length transactions for services rendered or to be rendered to JIG.
4
7
The JIG Partners approval of the payment of the Lump Sum .M.anagement Fee and
the: Lump Sum Development Fcc violated their fiduciary duties to JIG s i n o e ~ to the extent these
fees '-vere incurred by JIG, all or a. substantial portion of such debts were incurred over six years
privito June 14, 2006 and were baned frorn coUection by Hekemian & Co., Inc. from JIG by the
applicab!e statute of llmitations.
43. To whatever extent Hekemian & Co., lnc. has perfonned services in securing
Stop.& Shop as a tenant or developing Phase I, and such services are not affected by the
prohibitions and limitations in the JIG I ,imited Partnership Agreement as set forth above,
Hekernian & Co., Inc. shall be amply compensated for its services by the payment by JIG to it of
fees allowed under the Limited Partnership Agreement in connection with it1come pr<1ducing
property.
44. At all relevant times, both the JIG General Partners and Hekemian & Co., Inc.
well knew that JIG's agreement to pay Hekemian & Co., Inc. for any services rendered to JIG
<tnd J lG's approval of such payments to Hekemian & Co., Inc . including the Lump Sum
iv1anagement Fee. the Lump Sum Development Fee and the Leasing Commissions, violated the
JIG Limited Partnership Agreement and the fiduciary duties owed by the JIG General Partners ro
HG and all limited partners of JIG.
45. At its June 14, 2006 meeting, the Investors Advisory Committee approved a
capital call July tlu-ough September 2006 quarter in the amount of$800,0001
within that sum the $500,000 Lump Sum Management Fee to be paid to Hekemian & Co., Inc.
46. By letter dated June 30, 2006 RobertS. Hekemian notified the partners of JIG of
the approval of the $800,000 capital call and demanded that they make their proportionate
contributions.
4 7. By letter dated August 2, 2006 LPM notified Robert S. Hekemian of its objection
h") thrz $800.000 capital call., noting that the proposed payment of a $500,000 fee to Hekemian &
Co .. Inc. for management services purportedly provided to TIG constituted a direct violation of
the prohibition in Article X of the JIG Limited Partnership Agreement against the payment of
management fees to any general partners or to any person or entity for the management of the
business of the partnership, as well as a violation of the general partners fiduciary duties to JIG
and its limited partners by operating JIG in a manner so as to personally enrich Robert S.
and/or his familv. . .,
48. In August 2, 2006letter, Nicholas Laganella, Jr. demanded a withdrawal
of the $800,000 capital call pursuant to Article X of the .HG Limited Partnership Certifica1e and
in the best interest of all of JIG's partners.
49. The JIG General Partners have refused to withdraw the $800,000 capital call.
50. By letter detted August 9, 2006, addressed jointly to the JIG General Partners.
counse! for LPM demanded that the JIG General Partners institute the appropriate action on
behalf of JIG and its limited partners to remedy the breaches by the JIG General Partners of the
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J lG Limited Partnership Agreement and the breaches of their fiduciary duties to JIG and its
limited partners. LP1vf requested that this action be instituted on or before August 16, 2006.
51. The JIG General Partners have failed and refused to institute the action as
requested by LPM in its August 9, 2006 letter on behalf of JIG and its limited partners to remedy
the breaches of the JIG T ,imjted Partnership Certificate and breaches of fiduciary duty by the JT(i
General Partners.
52. By letter to the JIG General Partners dated August 11, 2()06, counsel for LP:Lvf
requested an opportunity to review the JIG books and records pursuant to the right so granted to
JIG's limited partners in Articie XVill of the JIG Limited Partnership Agreement and pursuant
to NJ.S.A. 42:2A-29.
53. The ITG General Partners thereafter made certain books and records available to
LPrv1 for its inspection, but have failed and refused to produce a wide variety of JIG books and
records, including:
(a) JIG documents tracking the partners' respective capital accountlS and prior
capital calls;
(b) Minutes of partnership meetings from prior years} with the exception of
minutes for a r.tfarch 31, 1992 meeting;
(c) Annual financial statements produced by the partnership prior to 1997,
claiming it would be ctismptive to the partnership to retrieve fimmcial statements prior to 1997'';
and
(d) Any documents regarding partnership income or expenditures prior to
1987.
r
54. The failure and refusal by the JIG General Partners to produce to LPM or provicfe
access to LP1'v1 a \Vide variety of JIG books and records, including those set forth above,
constitutes a violation of Article XVIII of the JIG Limited Partnership Agreement and i::f ..

55. Upon information and be1ief, the JIG General Partners have failed to maintain
ac(:urate books and records of account for JIG, including all monies received and expended, or t\r
pmvide all JIG limited partners with free access at any time in violation of Article XVIJI of :he
TIG Limited Partnership Agreement
56. The documents produced by the JIG General Partners to LP!v1 pursuant to its
August 11: 2006 request and otherwise have disclosed numerous additional Related Party
Transactions, including the payment of approximately $2,000,000 to Grandview Associates
between 1987 and 1999 (without any corresponding the payment of an
additional <1pproximately $150}000 to Hekemian & Co., Inc. and Robert Hekenrian from 1938 to
1993 for "consulting services" and other unspecified items and the payment by JIG to Grandview
Associates of interest on certain alleged loans by Grandview Associates to TIG at an interest rate
that exceeded market interest rates at the time of these loans.
57. rn October, 1987 JIG purchased certain real property in the Township ofSpa..l"ta,
(\Hmty of Sussex, State of New Jersey having a street address of 56 Main Street and designated
as Block 19.0C Lot 12 on the ta'X map ofthe Township of Sparta (the "561v1ain Street
PropertyH).
58. In March, 1990 JIG, through Grandview Associates, purchased certain real
property in the Township of Sparta, County of Sussex, State of New Jersey having a street
1{)
address of 60 Main Street and designated as Block 19.01, Lot ll on the tax map of the Township
of Sparta (the "60 :N1ain Street Property").
59. In April, 2005 JIG transferred the 56 Main Street Property and the 60 tvlain S1reet
Property to 56 :Y1ain Street Associates, LLC.
60. JIG's transfer of the 56 Jv1ain Street Property and the 60 Main Street Property to
561.1ain Street Associates, LLC was effected pursuant to a "Nominee Agreement" whereby 56
"N1ain StTeet Associates held bare legal title to these properties as JIG's "nominee", subject to
DG's equitable ownership of the 56 ivfain Street Property a.11d the 60 1\-fain Street Property and
subject to instmctions aJ1d directions from JIG regarding all aspects of these properties (the
"Nominee Agreement"). A true copy of the Nominee Agreement is attached to this First
Amended Verified Complaint as Exhibit A.
61. Upon information :IJ'ld belief, the transfer of the 56 Main Street Property and the
60 Main Street Property to 56 Main Street Associates. LLC pursuant to the Nominee Agreement
was designed to enable JIG to file applications with the New Jersey Department of
Environmental Protection (the HNJDEPH) and otherwise conduct itself in a manner to make it
appear to the NJDEP that JIG o'Aned only 220 feet of frontage on Main Street in Sparta: thereby
ncccssite.ting the placement of the connector road required for the development of this site in
protected wetlands or related wetlands transition areas and was otherwise designed to
misrepresent JIG s ownership ofthese properties (the "Environmental Applications Scheme").
62. Upon information and belief JIG thereafter filed applications with the New Jersey
Department of Envirorm1ental Protection which did not include the 56 Main Street and the 60
'lain Street Properties within the development site as required by the NJDEP regulations and
orherv. ise made submissions to the NJDEP which did not disclose that the 56 rvfam Street and 60
17
Main StTeet Properties were available to JIG to permit the placement of the c:)rrne.ctor road
further from the protected wetlands or related wetlands transition areas.
63. Upon infonnation and Hekemian and Co., Inc. and each of the JIG Gent:L
Partners direct1y participated in
1
authorized, approved or ratified the actions taken by or on
behalf of JIG fllrtherance of the Environmental Applications Scheme.
64. The actions taken by each of the General Partners in furtherance of the
Environmental Applications Scheme are dishonest, against public policy and constitute a breach
of the fiduciary duties owed to JIG and the JIG limited partners and have exposed JIG to
substantial and continuing liability for these actions.
65. Each of the JIG General Partners directly participated in, authori?:ed, approved
mti fie-d the violations of the JIG Limited Partnership Agreement and the breaches of fidaciary
duty, as set forth above) with knowledge of the wrongful nature of their conduct.
66. The ac.tions of each of the JIG General Partners in participating in and!or
authorizing, approving and ratifying the violations of the JIG Limited Partnership Agreement
and the breaches of fiduciary duty, as set tbrth above, and the involvement ofHekemiac & Co. i1;
these actions, justify and necessitate the removal of these defendants, respectively, as JIG gcrw"
1
;l
pa.rtners and as JIG's managing agent and the appointment of a receiver for JIG.
67. Upon infonnation and belief, certain of JIG's limited partners have supported the
;tctitlllS c f the JIG Partners, including the Related Party Transactions and the approval t.;
the pay1nent to Hekemian & Co., Inc. of the Lump Sum !vfanagement Fee, the Lump Sum
L>evelopment Fee, the Leasing Commissions and the AdditionaHvfanagement Fee of
di;ect and indirec.t benefits t1owing to them from such actions and the payment of these fee::; to
Hekemian & Co., Inc.
18
FIRST COUNT
(Breach Of Express Provisions of JIG Limited Partnership Agreement-Derivative Actior;:
Plaintiff repeats and realleges all of the allegations forth in paragraphs 1
through 67 of this First Amended Verified Complaint as if set forth at leneth in this count.
69. The violations of the JIG Limited Partnership Agreement by the JIG Gencrai
Partners, as set forth above, including but not limited to approval of payment of the Lump
Management Fee, the Lump Sum Development Fee and the Leasing Commissions to Hekcmi iii\
& Co., L1.c., constitute breaches of the express terms of the JIG Limited Partnership
70. As a result of the breach of tl1e express tenns of the JIG Limited Partnership
Agreement by the JIG General Partners as set forth above, JIG, LPM and all other limited
partners similarly situated, have sustained damages.
SECOND COI:NT
(Breaclt Of Duty Of Good Faitlt And Fair Dealing Implied In
JIG Limited Partnership Agreement-Derivative Action)
71. Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1
through 67 of this First Amended Verified Complaint as if set forth at length in this count.
72. The violations of the JIG Limited Partnership At,:rreement by the JIG General
Partners, as set forth above, including but not limited to approval of payment of the Lump Sum
rv1anagcment Fee, the Lump Sum Development Fee and the Leasing Commissions to Hekemiaq
& Co., Inc., constitute breaches of the covenant of go0d faith and fair dealing implied as a mate;
of law in the JIG Limited Pa..'inership Agreement.
73. As a result of the breach ofthe express tc1ms of the JIG Limited Partnership
Agreement by the JIG General Partners as set forth aoove, JIG, LPM and all other Jimiteo
partners similarly situated, have sustained Jamages.
THIRD COUNT
(Breach Of Fiduciary Duty-Derivative Action)
74. Plaintiff repeats and realleges all of the allegations set forth in paragraphs I
through 67 of this First Amended Verified Complaint as if set forth at length in this count.
75. The JIG General Partners owed JIG, LPM and all other Jrartners simiiarty
situated a fiduc .ary duty to: (a) administer the affairs of JIG loyally, fairly, honestly and in good
1llith and in accordance with the best interests of JIG; (b) act solely in the int-erest of JIG and not
in their personal interests; (c) safeguard and protect JIG's prGperty and assets; {d) keep
accurate and correct accounts of all of JIG's affairs. business and transactions; (e) faithfully and
diligently perfonn all of the duties devolving upon them as general partners of JIG; and (D
and abide by the terms and conditions set forth in th.e JIG Partnership Agreement
76. The actions and inactions of the JIG General Partners and their violations ofthe
JlG Limited Partnerslup Agreement, as set forth above, including but not limited to approva} of
payment of the Lump Sum l\1anagement Fee, the Lump Sum Development Fee and the Leasing
Conudssions to Hekemian & Co., Inc., the Related Party Transactions and the pursuit of the
Em-ironmental Applications Scheme constitute breaches ofthe fidu .... iary duty owed by the JIG
General Partners to JIG, LPM and all other limited partners similarly situated.
-;;
/I As a proximate result of the breaches of fiduciary duty by the JIG General
Partners as referred to in this First Amended Verified Complaint, JIG, LP1'v1, a,nd an limited
partners similarly situated have sustained damages.
FOURTH COlJNT
(Declaratory Judgment-Derivative Acti<m)
78. Plainti:ff repeats and realleges all of the allegations set forth in paragraphs 1
through 67 of this First Amended Verified Complaint as if set forth at length in this count.
79. The Amended Certificate of Limited Partnership, signed and filed by the JIG
General Partners in October, 1987, purporting to delete the limitations imposed by Articlcs XIV
an.d XV of the JIG Limited Partnership Agreement in their entirety presents an actual
controversy between the parties permitting adjudication under NJ.S.A. 2A: 16-53 5 l l 2 . ~ ' l
FIFTH COUNT
(Rescission/Disgorgement-Derivative Action)
80. Plaintitirepeats at'1d realleges all of the allegations set forth in paragraphs 1
through 67 of this First .A.mcndcd V crificd Complaint as if set forth at length in this C(1tmt.
81. Based on the allegations set forth above} to the extent that there are any amounts
deemed to be owed by JIG to Hekemian & Co., Inc., or any amounts which had been paid by JlG
to Hekemian & Co., Inc., pursuant to any contract to pay any such amountsj an such contracts
should be rescinded and declared to be null and void and all monies so paid should be disgorged
by Hckcmian & Co., Inc. and returned to JIG.
SIXTH COUNt
(Unjust Enrichment!Disgorgcment-Derivatlvc Aetion)
82. Plaintiff repeats and reaHeges all ofthe allegations set forth in paragraphs i
thro:1gh 67 of this First Amended V crified Complaint as if set forth at length in this count
83. B::sed on the allegations set forth abovet to the extent that .nr; has paid Hekemian
& Co .. Inc. for any services rendered to JIG, including the payment of the Lump Sum
f..b::agement Fee, the Lump Sum Development Fee and the Leasing Commissions, Hekcmian &
Co., lr:c. has been unjustly enriched and all monies so paid should be disgorged by Hekcmian &
Co., Inc. and returned to JIG.
SEVENTH COUNT
(Accounting-Derviadve Action)
84. Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1
through 67 of this First Amended Verified Complaint as if set forth at length in this cmmt.
85. By reason of the JIG General Partners, refusal to make certain books and records
available to LPivf for inspection as set forth above and the JIG General Partners' failure to
maint2.in accurate books and records of account for JIG, including all monies teceived and
expended, an accounting of all JIG income, revenue, expenditures and expenses is needed in
connection with 2ll Related Party Transactions, including all transactions involving Hekemian &
Co., Inc .. the JIG General Partners and their respective families and all entities that the TIG
General Partners or their respective families O\Vn in whole or in part.
EIGHTH COUNT
(Repayment to JIG of Defense Fees and Costs)
86. Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1
throug,h ci7 of this First Amended Verified Complaint as if set forth at Length in this count.
37. Upon info1mation and belief, at the direction of the JIG General Partners JIG has
made substantia] payments to counsel for each of the JIG General Partners and cotu1sel ior
Hekemian and Co., Inc. in payment for attorneys' fees and expenses (including for expert
witnesses) in connection with the defense of this action.
88. The JIG General Partners are not entitled to JIG's payment of their legal fees or
~ x p e n s e s in the defense of this action due to the breaches by the JIG General Part11ers of the HG
limited Partnership Agreement and the breaches by the JIG General Partners of their fiduciary
.luties ro JIG and the JIG limited partners and their other misconduct, all as set forth above.
89. NJSA 42:2:\-67 does not permit llG's payment of the attorneys' fees and
Lxpcnscs incurred by Hckemia.rJ. and Co., Inc. in connection with their defense ofthis action.
90. BP.sed on the foregoing, Hekemian and Co., Inc. and each of the JJG General
should immediately repay JIG all amounts paid by JIG for their attorneys' fees and
expenses in the defense of this action and should be enjoined from making any further payments
to or on behalf ofHekemian and Co., Inc. or the JIG General Part11ers for attomcys' fees anci
expenses in connection with the defense of this matter.
\VHEREFORE, plaintiff demands judgment il1 favor of JIG and against
jointly and severally, for compensatory damages, plus pre and post judgment for
punitive damages; tor the disgorgement and repayment to JIG of all sums previously paid by JIG
to Hekemian & Co., Inc. and for JIG's subsequent refund of these fees to JIG's limited partners;
for rescission of all past and. present contracts by and between JIG and Hekemian & Co., Tnc. and
all obligations O\Ved by JIG to Hekemian & Co., Inc.; for an order declaring and detennining that
aU claims by Hekemian & Co., Inc. accruing more than six years from the date ofjudgment at'e
barred by the statute of limitations; for an order requiring JIG to take all actions necessary to
remedy all past actions taken by JIG in furtherance of,he Environmental Applications Scheme
and to enjoin TIG from taking any additional actions in furtherance of the Environmental
Applications Scheme; for the removal of RobertS. Hekemian, Samuel .l:iekemian and Donald W.
Barney as general partners of JIG and Hckcmian and Co. as managing agent for JIG and the
appointment of a receiver to manage the affairs of JIG and to supervise the election of three
replacement general partners with no affiliation with any ofthe defendants pursuant to Article
XVI of the JIG Limited Partnership Agreement; for a permanent injunction, enjoining and
prohibiting RobertS. Hekemian, Samuel Hekemian. Donald W. Barney and Hekemian and Co.
,r any person or entity affiliated with or related to any of these defendants from acting in any
respect in connection \Vith the management of JIG, including but not limited to, serving as a
23
general partner of J lG or as a member of the HG Investors Advisory Committee; for a per:!HUict
injunction enjoining and prohibiting the replacement general partners of JIG from engagir:g in
any transactions with RobertS. Hekemian; SamuetHekemia11 and Donald W. Barney or any
in '>Vhich any of these individuals or their immediate fa.-nily have any owner$hip
fur an order declaring and determining that the Amended Certificate ofLimired Partnership filed
by the JIG General Partners in October, 1987 is null and void ab initio and of no force anct effec:
and requiting the filing of further amendment to the JIG Limited Partnership Agreemen: to thjs
e1Ject; an order requiring these defendants to provide plaintiff with a full accounting o: Jl!
JIG income, revenue, expenditures and expenses in connection with all Related Party
Tranl'actions, including all transactions involving Hekemian & Co., Inc.: the JTG General
P;1rtners and their respective families and all entities that the JIG General Partners cr their
respective fa.111ilies own in whole or in part; for the repayment of JIG of all amou..-,ts previously
paicl by JIG or on behalf of any of the JIG General Partners or Hekemian and Co., Inc. for their
attomeys' fees and expenses in the defense of this action; for a pem1anent injunction
JlG from making any further payments to or on behalf of any of the JIG General Partners or
Hekemian and Co., Inc. for attorneys' fees or expenses in connectiOi.1 with the defense of th.i5
action; for the payment of plaintiffs attorneys' fees and costspursuant to N.J.S.A. 42:2A-66;
and for further such relief as this Court may deem equitable and just.
NINTHCQUNT
(Rreach Of Express Provisions Of JIG Limited Partnership Agreement- Direct Action)
91. Plaintiff repeats and reaUeges all of the allegations set forth in paragraphs 1
through 67 of this First Amended Verified Complaint as if set forth at length in this count.
92. The violations of the JIG Limited Partnership Agreement by the JIG Genera.l
as set forth above, including but not limited to approval of payment of the Lump Sun;
J2ll 8'0002-:31 ti12iv4
l\Jar:agement Fee, the Lump Sum Development Fee and the Leasing Commissions to l:lekcmian
& Co .. Inc.; constitute breaches of the express tenns of the JIG Limited Partnership Agreement.
93. As a result ofthe breach of the express tenns of the JIG Limited Partnership
by the JIG General Partners as set forth above, LPM has sustained damages.
TENTH COUNT
(Breaeh Of Duty Of Good Faith And Fair Dealing Implied In JIG Limited P;trtnership
Agreement-Direct Acti-on)
94. Plaintiff repeats and realleges all of the allegations set forth in paraeraphs 1
through 67 of this First Amended Verified Complaint as if set forih at length in this cotmt.
95. The violations ofthe JIG Limited Partnership Agreement by the J1G General
Partners, as set forth above, including but not limited to approval of payment of the Lump Sum
Management Fee, the Lump Sum DevelopmentFee and the Leasing Commissions to Hek:!miao
& Co., Inc., constitute breaches ofthe covenant of good faith and fair dealing implied ns a rr.:Hte;
of law in the JIG Limited Partnership Agreements of the JIG Limited Partnership Agreement.
96. As a result of the breach of the express 1erms of the JIG Limited Partnership
Agreement by the JIG General Partners as set forth above, LPivi has sustained damages.
ELE'VENTH COUNT
(Breach Of Fiduciary Duty-Direct Action)
9
'i
'.
Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1
through 67 of this First Amended Verified Complaint as if set forth at length in this count.
98. The JIG General Partners owed LPTvf a fiduciary duty to: (a) administer the affairs
of JIG ioyaUy, fairly, honestiy and in good faith and in accordance with the best interests of JIG;
(b) act solely in the interest of JIG and not in their personal interests; (c) safeguard and protect
JIG's property and assets; (d) keep honest! accurate and COITect accow1ts of all of JIG's affairs.
business and transactions; (e) faithfully and dillgently perfom1 all of the duties devolving upon
thr.::m as general partners of JIG; and (t) observe and abide by the tenns and cDnditions s::t krn-i
in the JIG Partnership Agreement
99. The actions and inactions of the llG General Partners and their violations of
JlG Partnership Agreement, as set forth above, including but not iimit.ed to apph:.\ d.
p:1yment of the Lump Snm Management Fee, the Lump Sum Development Fee and the Leastnt:
Commissions to Hekemian & Co., Inc., and the pursuit of the Environ..1Uenta1 Appiicati0n
Scheme constitute breaches of the fiduciary duty owed by the TIG General Partners to LPM_
\VliEREFORE, plaintiff demands judgment in its favor and against defendants. Robert
S. Samuel Hekemian and Donald W. Bamey,jointly and severally, for
including but not limited to an amount sufficient to compensate plaintiff for its lost
right of increase attributable to the invalid June 30, 2006 $800,000 capital calL plus pre and pest
judgment thereon, punitive damages) attorneys, fees, costs and such other relief as this Court
may deem equitable and just.
T\VELFTB COUNT
(Accounting-Direct Action)
100. Plaintiff repeats and realleges all of the allegations set forth in paragraphs 1
thm:1gh 67 of this First Amended Verified Complaint as if set forth at length in this count
1 OJ. By reason of the JIG General Partners' refusal to make certain books and records
<Wailable to LP).1 for inspection as set forth above and the JIG General Partners
1
failure to
maintain accurate books and records of account for JIG, including all monies received and
t:xpended, a.n accounting of all nG income, revenue, expenditures and expenses is needed in
connection \Vith all Related Pa..-rty Transactions, includi.TJ.g aU transactions involving 1-Iekemi:: ..n &
Co .. inc., the JIG General Partners and their respective families and all entities that the JIG
General Partners or their respective families own in whole or in part.
\VHEREFORE, plaintiff demands judgment in its favor and against defendants, Rob<:rt
S. Hckcrni.an, Samuel Hekcmian and Donald \V. Barney, jointly and severally, ordering these
defendants to provide plaintiff with a full accounting of all JIG income, revenue. expenditures
expenses in connection with all Related Party Transactions, including all transactions
involving Hekemian & Co., Inc., the JIG Gener2.l Partners and their respective families and all
entities that the JIG General Partners or their respective families own in whole or in part, along
with costs, attorneys' fees and such other relief as this Court may deem equitable and just.
THIRTEENTH !;OUNT
(Access To Books And Records-Direct Action)
102. Plaintiff repeats and reallegcs all of the allegations set forth in paragraphs 1
through 67 of this First i\mended Verified Complaint as if set forth at length in this count.
103. Br.sed on the allegat1ons set forth above, is entitled to access to the books
ar:d of JIG, including, but not limited the JIG documents tracking the partnc:rs'
respective capital accounts and prior capital calls; minutes of JIG partnership mct:tings from
prior years; arnmal financial statements produced by JIG prior to 1997 and all documents
regarding partnership income or cxpcnditLl.fCS prior to 1997.
\VHEREFORE, plaintiff demands judgment in its favor and against defendants, Robert
S. Hekemian, Samuel Hekemian a.'1d Donald W. Barney, jointly and severally ordering these
defendants to promptly provide LPv1 and its representatives and accountants to examine, copy
and inspect all of JIG's books and records, including but not limited to, JIG documents tracking
the partners' respective capital accounts and prior capital calls; minutes of all prior meetings of
JIG's p8rtners and its Investors Advisory Committee; all annual financial statements and tax
renrrns; all bank statements and all documents regarding partnership income and expenditures.
FOURTEENTH COUNT
(Restoration of LPIVl Capital Account Percentage)
104. Plaintiff repeats a.tJd realleges all of the allegations set forth in paragrarhs [
through 67 of this First Amended Verified Complaint as if set forth at length in this connt
105. At the direction of the JIG General Partners, JIG has made a number o:" c-1pilai
calls following the payment of the Lump Sum Management Fee and the payment ofleg.al tees
and expenses of the defendants in this action.
106. LP'Nf has objected to the payment of these sums and refused to comply the
JIG ..:api:al call5 \vhiclt were to fund these payments.
l Oi. A com;equenc<::: ofLP11's refusal to its proportionate pa)'ment to EG p,m;uan: 1:0
thcs;:: calls to fund the payment of the Lump Sum Management Fee and the payment -f
defendants' attomeys) fees and expenses in this action, JIG has reduced LPNfs limited
p<irtnership percentage interest.
1 OS. Upon infonnation and belief these capital calls were not properly approved 2s
by the terms of the Limited Partnership Agreement.
109. In the event that this Court rules that JIG should no: have paid Hekemian ::L.'1d Co
th;;: Lump Sum Fee and should not have paid the defendants' attomeys' fees a.r;.d
in this or othenvise that these capital calls are void, t11en equity requires that LP\1
he accmded the opportunity to make whatever proportionate capitalcontributions are then
required for LPM's limited partnership interest in JIG so as to permit LP!V1 to be retumed to th::
same partnership percentage it had prior to the capital calls made by JIG to ftu1d these paymems.
\VHEREFORE, plaintiff de!nands judgment in its favor and against defendants
dedaring, dctem1ining and adjudging that these capital calls are void and granting to LPM the
.. 1pportunity to make whatever proportionate capital contributions are then required :or LPivi ';;
llmited partnership interest in JIG so as to permit LPM to be retun1ed to the same
pilli:nership percentage it had prior to these void capital calls.
DATED: September3{2007
DESIGNATION OF TIUAL PLllSlJANT TO R. 4:5-1
Richard 1\tialagiere is designated as trial counsel.
D:\ "'I'ED: September34 2007
COLB, SCHOTZ, MEISEL,
FORMAN & LEONARD. P.A.
:::fii_:jj
Robert S, Dowd} .Jr.
DEMAND FOR TRIAL BY JURY
In the event that this case is transferred to the Law Division, Plaintiff hereby dem3'1ds .1
trial by jury as to all issues.
DATED: S<:ptemberJa 2007
COLE, SCHOTZ, 1\<fEISEL,
FOR1V1AN & LEONARD, P.A.
Atron
By: { fM_ --------------
Robert S. Dowa: Jr.
NOTICE PURSUANT TOR. 1 :5-l(a),.R. 4:14-7(c), .R. 4:17-4(c) AL'\'D R. 4:18Hb)
Please take notice that pursuant to the above-cited Rules Governing The Courts of the
State Jersey, plaintiff demands that each party throughout the course of this case
promptly serve the undersigned with copies of all pleadings and other papers filed with the
Court, nH materials produced pursuant to Subpoena, all Interrogatories and ans\vers thereto and
aH document requests and responses thereto.
UA l'ED: Septemoerl\ 2007
MEISEL,
FORMAN& LEONARD, P.A.
Attorneys for Plaintiff
B\C 'iJir!l/1
". RobertS. Dowd/ Jr ..
NOTICE TO PRESERVE DOCUl\tiENTS
Plaintiff hereby demands that defendants take all steps necessary to ensure the
preservation af all documents wJ1ich may be relevant to the allegations in this complaint a.1d nny
responsive pleading which defendants may file, including all electronically fo1matted or
c!ocuments in the possession, custody or control of each of the defendants and their respecu\e
employees, agents, representatives, accountings, attorneys and independent contractors. This
notice encompasses aU electronic documents stored in any ofthe following locations: all
personal computers (including laptops, network servers, hand-held computers), ail peripheral
devices, including tape drives, external disc drives, thumb drives, other storage devices (floppy
discs <-:nd cd-roms) and zip drives, as well as all voice mail messages. All doctm1ent retention or
destruction policies and all computer backup protocols should be to ensure the
preservation of all such documents. Failure to take these necessary steps will expose thos;;
involved to claims for spoliation of evidence.
DATED: 2007
COl .E, SCHOTZ, l\1EISEL,
& LEONARD, P.A.
Attorneys for Plaintiff
By:
Roberts. -- -----
CERTIJI'ICATION PURSUANT TOR. 4:5;..1 (b}(2)
I certify th:1t this matter is not the subject of any other action pending in any other
()!"of any pending arbitration proceeding and that no such action or arbitration proceeding is
contemplated, and that, to the best of my knowledge, information and there are no other
parties who should be joined in the action pursuant toR. 4:28. Pursua.rtt toR. 4:29- I (b) t;.rc
other parties subject to joinder because of their potential liability based on their involvement in
certain Related Party Transactions, such as Grandview Associa,tes, or by virtue of rhe-ir
pan i0ipation in the Environmental Applications Scheme.
I certify that the statements in the preceding paragraph are tme. I am aware that ifthes!
statements are willfully false, I am SUQject to punishment.
_c;)j--i.-( ----.-- . _____ ,. __________ _
RobertS. Dowd, Jr.
DA :'ED: 2007
VERIFTCAl\ION
I am the managing member ofLaganellaProperty Management, LLC ("LPM"),
and execute this verification on behalf of myself and LPM. I have read all of the
allegations contained in this First Amended Verified Complaint and I certify that the
factual matters contained in this First Amended Verified Complaint are true to the best of
my personal knowledge, except as to matters stated to be on information and belief as to
those matters I believe them to be true.
I certifY that the foregoing is true andcottect under penaltY. of perjury.
DATED: September 12, 2007